Application for the Correction of Articles

Who can file an application for the correction of articles?

All business corporations governed by the Business Corporations Act (BSA) that wish to correct an obvious error in their articles must request a correction of articles. Such errors may relate to references, data input, transcription or mistakes of a similar nature.

This application must be submitted to the Registraire des entreprises by the board of directors or the representative of the business corporation following the issuing of the certificate pertaining to the articles containing the error. The forms must be used.

Application for correction filed by a representative

Form RE-511, Demande de correction de statuts présentée par le représentant de la société (see English courtesy translation RE-511-T) must be completed by the representative of a business corporation that is requesting the correction of an obvious error in the corporation's articles. The application must be filed with the Registraire des entreprises within 60 days after the certificate for the articles containing the error is issued. The correction is retroactive to the date and time, where applicable, shown on the certificate accompanying the articles to be corrected.

Application for correction filed by the board of directors

Form RE-510, Demande de correction de statuts présentée par le conseil d’administration (see English courtesy translation RE-510-T) must be completed by the board of directors of a business corporation that is requesting the correction of an obvious error in the corporation's articles. The application must be signed by a director or officer named by the board of directors. The correction is retroactive to the date and time, where applicable, shown on the certificate accompanying the articles to be corrected.

Documents to be submitted

You must enclose with the application for the correction of articles filed by the board of directors:

the corrected articles, including schedules;

the certificate containing an error, where applicable.

You must also enclose one or more of the following documents with your application, depending on your situation:

the Déclaration relative à une demande de correction présentée par le conseil d’administration, which is a part of form RE-510, if the corrections will not be prejudicial to the rights of shareholders or creditors;

a certified copy of the unanimous resolution of the shareholders if the corrections could be prejudicial to their rights and the shareholders have authorized the corrections;

a copy of the judgment authorizing the correction of the articles if the corrections could be prejudicial to the rights of shareholders and the shareholders have not authorized them by a unanimous resolution, or if the corrections could be prejudicial to the rights of creditors.

Important

The above-mentioned forms must always be used to file a correction of articles. These forms must be accompanied by the corrected articles.

Fees and terms of payment

The fees applicable to an application for correction of articles are given in chart RE-101,Tarifs et modalités de paiement (see English courtesy translation RE-101-T).

Processing your application

After receiving the application for correction and the other prescribed documents, the Registraire des entreprises records the date of receipt and reviews the application. If the application is compliant and complete, and the fees have been paid, the Registraire des entreprises will replace the articles in the enterprise register with the corrected articles. A new certificate will be issued only if the correction requires that the text on the previous certificate be amended. In this case, a copy of the corrected articles and of the certificate will be sent to the corporation or its representative. The correction is retroactive to the date and time, where applicable, shown on the certificate accompanying the articles to be corrected.

Important

The correction of articles could infringe the rights of the creditors or shareholders. If such is the case, a copy of the judgment authorizing the correction or a copy of the shareholders resolution must be appended to the application to correct articles.

Client services

Client services of the Registraire des entreprises are provided by Services Québec at its offices in Montréal and Québec, as well as by email or telephone. Contact information is provided on the Contact Us page.

Client services staff can help you understand the process to correct articles and the application of the rules of law in general. However, they cannot interpret these rules to adapt them to a specific case or respond to a specific situation. For such help, consult a legal adviser.